Bylaws

1.1 A “Golf Course Superintendent” is one who is entrusted with the management and operation of the tract of land defined as a golf course, including involvement in construction and maintenance of golf courses and related equipment.

1.2 “Standard Operating Procedures” refers to the OGCSA Standard Operating Procedures Manual, as adopted by the Board of Directors from time to time.

ARTICLE II
MEMBERSHIP

2.1 Application for Membership.The Board of Directors shall approve applicants for membership. The Board of Directors shall be the sole judge of an applicant’s qualification for membership. The Board of Directors shall have the authority to establish qualifications, privileges and dues for all classes of membership. Effective July 1, 1997, each applicant for Class A or Class B membership must present an application for membership or evidence of membership with the Golf Course Superintendents Association of America and shall maintain such membership thereafter.

2.2 Voting by Mail-in Ballot.Voting members may exercise their vote through the use of a mail-in ballot. A mail-in ballot may be exercised only by the person named in such a mail-in ballot, who must be a voting member in good standing of the OGCSA. Mail-in ballots may be utilized only to vote on amendments of the Articles of Incorporation and Bylaws and election of Officers and Directors.

2.3Membership Classes.Class AA—Life Members: To qualify for Life Membership, one must have retired as a golf course superintendent or assistant golf course superintendent and have been a golf course superintendent or assistant golf course superintendent member of GCSAA for 25 years of which a minimum of 20 years has been as a golf course superintendent.

A life Member shall have all the rights and privileges of
the OGCSA except that of holding office. Class AA-Life Members will pay no
membership dues.

Class A—Golf Course
Superintendent: To qualify for Class A membership, an applicant shall have,
at the time of application for membership, at least three (3) years’ experience
as a golf course superintendent, be employed in such capacity and comply with
all additional qualifications adopted by the membership. Class A Members shall
have all the privileges of the OGCSA including voting and holding office.

Class B—Golf Course
Superintendent: To qualify for Class B membership, an applicant shall, at
the time of application, be employed as a golf course superintendent and does
not meet the additional qualifications for Class A membership. Class B Members
shall have all the privileges of the OGCSA including voting and holding office.

Class C—Assistant
Golf Course Superintendent: To qualify for Class C Membership, an applicant
shall be, at the time of application for membership, an assistant to a golf
course superintendent, and shall be presently employed in such capacity. Class
C Members shall have all the privileges of the OGCSA, except that of holding
office.

Class E—Educators:
To qualify for Class E Membership, an applicant must be an educator or
extension officer. Class E Members shall have such privileges of the OGCSA as
the Board of Directors may specify by Standing Rules, except those of voting
and holding office.

Associate: To
qualify for Associate Membership, an applicant must be an individual interested
in golf course management and/or growing or production of fine turfgrass. Associate
Members shall have such privileges of the OGCSA as the Board of Directors may
specify by Standard Operating Procedures, except those of voting and holding
office.

Affiliate: To
qualify for Affiliate Membership, an applicant must be an individual, business
firm or governmental body interested in golf course and/or in the growing or
production of fine turfgrass, either or through employment by, or other
affiliation with a company, proprietorship or association, and who does not
qualify for membership in another class. Affiliate members shall have such
privileges of the OGCSA as the Board of Directors may specify by Standard
Operating Procedures, except that of holding office. With respect to the Board
of Directors, Affiliate Members may only vote for an open Affiliate Director
seat.

Honorary: To
qualify for Honorary Membership the individual must be recognized annually by
the Board of Directors for contributing in an outstanding manner to the OGCSA
or profession or related field. This membership shall continue in effect unless
otherwise revoked by the Board of Directors. Honorary Members shall not be
required to pay dues or assessments of the OGCSA and shall have such privileges
of the OGCSA as the Board of Directors may specify by Standard Operating
Procedures, except those of voting and holding office.

Student: To
qualify for Student Membership, an applicant must be a full-time turfgrass
student enrolled in a formal course of education, or have completed his or her
formal education less than one (1) year prior to the date of application for
membership. Student Members shall have such privileges of the OGCSA as the
Board of Directors may specify by Standard Operating Procedures, except those
of voting and holding office.

Retired: Any
member reaching age fifty-five (55), who is retired and no longer seeking
employment within the scope of activities of any membership class of the OGCSA,
may apply to the Board of Directors in writing for Retired Membership. A
Retired Member shall have all the privileges of the OGCSA afforded the member
in his or her previous classification, with the exception of holding office.

Inactive: An
inactive member is an individual who, by reason of unemployment, illness or
other adverse circumstances, has been placed in this class upon his or her
application. The Board of Directors
shall have the authority to act on such application and to place a member on
Inactive Status subject to terms and conditions as the Board of Directors may
specify by Standard Operating Procedures.

2.4 Reclassification of Members.

All reclassifications of members shall be made by the Board
of Directors, in accordance with Standard Operating Procedures, or pursuant to
directives adopted by the membership at any annual meeting or any special
meeting called for that purpose.

•Voluntary
Reclassification: Any individual member may request a change in his or her
membership classification to accord with a change in his or her qualifications
for membership as set forth in section 2.3 of this Article.

•Mandatory
Reclassification: All members, upon renewal of their annual membership,
must clearly state their current employment status. This statement of employment status shall be
based upon the OGCSA’s officially accepted job titles and golf course
organization chart, or other commonly accepted listings of job titles. The
Board of Directors shall, upon receipt of this statement, determine the
appropriate class of membership for each individual and shall be empowered to
alter the individual’s membership classification to properly reflect stated
qualifications.

2.5 Membership Dues.

Annual dues shall be such as determined by the Board of
Directors. No dues shall be required for Class AA or Honorary Members. The
membership shall be November 1 through October 31 of the following year. Dues
shall be delinquent after February 1, at which time the delinquent member may
be suspended by the Board of Directors. Dues may be changed by a vote of the
Board of Directors.

2.6 Termination, Expulsion, Suspension.

A member may be expelled or suspended, and membership in the
corporation may be terminated or suspended, by three-fourths vote by written
ballot of all voting members at a special or regular meeting. The member must
receive no less than fifteen (15) days prior written notice of the proposed
expulsion, suspension, or termination including the reasons therefore and no
less than five (5) days before the effective date of the expulsion, suspension,
or termination, the member must be given an opportunity to be heard, orally or
in writing, by a majority of the Board, who is authorized to decide whether or
not the proposed expulsion, suspension, or termination will take place.

2.7 Reactivation.

A suspended member may reapply for membership, after a
period of one (1) year from the date of suspension by submitting a new
application and payment of back dues and initiation dues. Such application must
be approved by a majority vote of the Board of Directors.

2.8Professionalism.

The OGCSA is an organization that is projecting the
professional image of its members. The members shall conform to reasonable
appearance at all OGCSA functions. Business attire is necessary at some meeting
sites, however, sweater and slacks may be acceptable. Absolutely no jeans or
boots will be allowed. The Board of Directors shall have the authority to
excuse any member from the activity for not conforming to this image
enhancement.

2.9 Authority to Act.

No member of the OGCSA other than its Board of Directors,
the Executive Director and Committees under supervision of the Board of
Directors shall act as agent or representative of the OGCSA without prior
written authorization of the Board of Directors. Any member of the OGCSA who
acts in contravention of this Article II, Section 9 shall indemnify and hold
the OGCSA harmless from any and all resultant liabilities and/or damages.

ARTICLE III
MEETINGS

3.1 Annual Meeting.

The annual meeting of members of the OGCSA shall be held during
May, at a date and time set by the Board of Directors and stated in the notice
of the meeting. At the annual meeting, members will vote for Directors and
Officers, with the newly elected individuals taking office following election.

3.2 Special Meetings.

Special meetings of the members may be called by the
President or Secretary/Treasurer, or by written request of ten (10) voting
members in good standing.

3.3 Quorum.

Thirty (30) voting members present at any regularly
scheduled or special meeting of the OGCSA shall constitute a quorum, and in
case there be less than this number the presiding officer may adjourn the
meeting.

3.4 Notice of Meetings.

The OGCSA must notify all voting members of the place, date,
and time of each annual and special meeting of members no fewer than ten (10)
days before the meeting. Notice must be sent to the last recorded address of
each member. Notice of an annual meeting must describe any matter or matters
that must be approved by members. Notice of a special meeting must describe the
purpose or purposes for which the meeting is called.

3.5 Roberts Rules.

Unless otherwise set forth by these Bylaws, all meetings of
the OGCSA shall be conducted in accordance with Roberts Rules of Order,
Revised.

ARTICLE IV
DIRECTORS

4.1 Powers.

The Board of Directors shall be the governing body of
the OGCSA. All OGCSA powers will be exercised by or under the authority of, and
the affairs managed under the direction of, the Board of Directors. At the
discretion of the Board of Directors, the OGCSA may employ or contract an
Executive Director and/or Media Director.
Their duties and responsibilities will be determined by the Board of
Directors.

4.2 Qualifications.

Directors must be members in good standing with the OGCSA. A
majority of the Board of Directors shall be Class A or Class B members of the
Golf Course Superintendents Association of America.

Officers and Directors ceasing active employment as golf
course superintendents may serve on the Board for up to six months after
cessation of employment.

4.3 Number.

The Board of Directors will consist of nine (9) voting members and one (1) non-voting member including the following named Officers: President, Vice President, and Secretary/Treasurer. The Board will also include four (4) Superintendent Directors, two (2) Affiliate Directors, and the Immediate Past President.

4.4 Election and Term.

The Board of Directors shall be elected by the voting
members at the annual meeting by a majority written ballot vote, and shall
assume their position following the annual election meeting. The term of each
non-officer Director will be two (2) years.

The terms of the Affiliate Directors shall be staggered so
that one affiliate member is elected each year.

Should the President be elected to a second term, the Immediate
Past President will retain their Board seat for another year; otherwise, the
seat should be left vacant until the next retiring President can fill the seat.

4.5 Vacancies.

Except as otherwise provided, any vacancies which occur in
the Board of Directors shall be filled by the Board of Directors, and in the
event of their failure to act, then the voting members at any regular meeting
or special meeting may fill the vacancies. Each Board member so elected will
hold office for the balance of the unexpired term of their predecessor.

4.6 Meetings.

The Board of Directors shall meet at a time to be designated
or determined from time to time by the President. Special meetings of the Board
may also be called by the President, Vice President, Secretary/Treasurer, or
any three (3) Board Members, provided each director is provided with at least
two (2) days notice of the date, time, and place of the meeting.

4.7 Quorum and Voting.

A majority of the voting
members of the Board of Directors at their meeting shall constitute a quorum. If
a quorum is present when a vote is taken, the affirmative vote of a majority of
the votes represented and voted when the action is taken will be the act of the
members except to the extent that these Bylaws or applicable law require
otherwise.

All Board members shall have voting power in all matters
related to the Board except for the Immediate Past President.

ARTICLE V
OFFICERS

5.1 Designation.

The Officers of the OGCSA shall be a President, Vice
President, and Secretary/Treasurer, all of whom shall be Class A or Class B
members of the Golf Course Superintendents Association of America.

5.2 Election and Term.

The Officers shall assume office following the annual
election meeting. Each Officer’s term will be one (1) year. No elected Officer
shall hold the same office for more than two (2) years in succession.

5.3 President.

The President shall preside at all regular, Board, and
special meetings and shall perform the customary duties of President. The
President shall have general supervision of the affairs of the OGCSA and have
the power to call special meetings. Unless otherwise authorized by these
Bylaws, the President shall sign all contracts, documents, and checks on behalf
of the OGCSA. The President shall appoint all committees and be ex-officio
member of all standing committees.

5.4 Vice President.

The Vice President, in the absence of the President, shall
preside at the meetings of the OGCSA and of the Board of Directors and shall
perform all duties pertaining to the President’s office.

5.5 Secretary/Treasurer.

The Secretary/Treasurer shall keep a complete record of all
meetings of the OGCSA and of the Board of Directors and keep an accurate
register of all member’s names and addresses. The Secretary/Treasurer shall, in
cooperation with any Executive Director engaged by the OGCSA, be custodian of
all contracts, minutes, books, reports, and all other papers for the OGCSA.

They shall be custodian of all funds, and may sign checks of
the OGCSA. The Secretary/Treasurer shall act as the financial officer of the
OGCSA and keep the Board informed of OGCSA financial standing.

ARTICLE VI
GENERAL PROVISIONS

6.1 Amendment of Bylaws.

These Bylaws may be repealed or amended, or new Bylaws may
be adopted at any meeting of the membership by majority vote, or by two-thirds
vote of the Board of Directors at any special or regular meeting of the Board,
provided that a copy of any change shall be mailed to the last recorded address
of each voting member at least thirty (30) days prior to the date of the
meeting.

6.2 Amendment of Articles of Incorporation.

The Articles of Incorporation of the OGCSA may be restated
or amended, or new Articles may be adopted at any meeting of the membership by
majority vote, or by two-thirds vote of the Board of Directors at any special
or regular meeting of the Board, provided that a copy of any change shall be
mailed to the last recorded address of each voting member at least thirty (30)
days prior to the date of the meeting.

6.3 Executive Director.

Where an Executive Director has been engaged by the Board,
they, in cooperation with the Secretary/Treasurer, shall be custodian of all
contracts, minutes, books, reports, and all other papers for the OGCSA. The
Executive Director may be authorized by the Board to sign checks of the OGCSA.

6.4 Code of Ethics.

The Code of Ethics for the OGCSA shall be the same as the
Code of Ethics for the Golf Course Superintendents Association of America.

6.5 Commercial Member Code.

The purpose of this statement is to openly address the OGCSA
policy on any commercial intent to advertise or promote products at regular
meetings of the membership.

The OGCSA Board continues to determine that the purpose of
our membership meetings is to focus on education and OGCSA business. In doing
so, commercial promotion is not expected, encouraged, nor allowed. In this way
no unintentional bias or embarrassment to any commercial entity will occur.

We welcome your membership and your attendance at meetings
and we appreciate your generosity and participation at our events. Thank you
for joining us. You are a vital part of our organization.

6.6 Indemnification.

The OGCSA shall indemnify any and all persons who may serve
or have served at any time as officers or directors, and their respective
heirs, paid administrator, successors and assigns, against any and all
expenses, including amounts paid upon judgments, counsel fees and amounts paid
in settlement (before or after suit is commenced), actually necessarily
incurred by such person in connection with the defense or settlement or any
claim, action, suit or proceeding in which they, or any of them are made
parties, or a party, or which may be asserted against them or any of them, by
reason of being, or having been, an officer or director of the OGCSA , except
in relation to matters as to which any such officer or director, or former
officer or director, shall be adjudged in any action, suit or proceeding to be
liable for those acts and omissions arising out of his or her willful
misfeasance. Such indemnification shall be in addition to any other rights to
which those indemnified may be entitled including such immunities under any law,
by law agreement, or otherwise.

6.7 Severability.

A determination that any provision
of these Bylaws is for any reason inapplicable, invalid, illegal, or otherwise
ineffective will not affect or invalidate any other provision of these Bylaws.